The definition of confidential information
Check how broad it is. A definition that covers everything you receive, including public or already-known information, is the single biggest source of accidental breach. A clause checker flags an unbounded definition first because it magnifies the risk of everything else.
Ask for: Confirm the definition is limited to marked or clearly non-public material, with the standard carve-outs present.
The term and survival clause
Look for how long the duty lasts. Indefinite, perpetual, or ten-year-plus terms are a high-risk flag, especially across many NDAs. Check the survival clause too: some obligations are drafted to outlive the agreement itself.
Ask for: Confirm a defined term (two to five years is typical), with only genuine trade secrets lasting longer.
One-way versus mutual obligations
Check which party carries the duty. A one-way NDA binds only you while the other side shares freely. If you are also disclosing anything, a one-sided agreement is a risk a checker will flag.
Ask for: Confirm the NDA is mutual if information flows both ways, so the same duties apply to both parties.
Restrictions on future work
Scan for non-compete, non-solicit, or exclusivity language. These have nothing to do with confidentiality but frequently hide inside an NDA, and they can restrict your business far beyond keeping a secret. A clause checker surfaces them so they do not slip through.
Ask for: Confirm there is no non-compete, non-solicit, or exclusivity language, or negotiate it separately in the main contract.
IP and residuals language
Check for clauses that claim ownership of ideas or feedback, or that restrict the residual knowledge in your head. Overreaching IP or assignment language inside an NDA can transfer rights you never meant to give up.
Ask for: Confirm the NDA covers confidentiality only, grants no IP or license by disclosure, and excludes ordinary skills and experience you retain.
Remedies and penalties
Read the remedies section for penalty clauses, liquidated damages, sweeping injunction rights, or one-directional fee recovery. These raise the stakes of even a technical breach far above the real harm, and a checker rates them as high-risk.
Ask for: Confirm remedies are tied to actual proven loss, with no fixed penalties and any fee-shifting made mutual.